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                                                                    EXHIBIT 10.3



                   CLOSED JOINT-STOCK COMPANY "FOREST-STARMA"

                                 PROMISSORY NOTE

NO. 1                                                       JULY 1, 1996 
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     FOR VALUE RECEIVED, CLOSED JOINT-STOCK COMPANY "FOREST-STARMA", a
corporation organized and existing under the laws of the Russian Federation (the
"Company"), hereby promises to pay to the order of the Overseas Private
Investment Corporation, an agency of the United States of America ("OPIC"), or
any subsequent registered holder of this Promissory Note (the "Noteholder"), the
Principal Amount hereof, together with interest at the Note Interest Rate as
hereinafter provided, in lawful currency of the United States of America and in
immediately available funds, at the office of The Chase Manhattan Bank (National
Association), as paying agent (together with its successors and assigns, the
("Paying Agent") specified in the Funding and OPIC Guaranty Agreement dated
as of December 21, 1995 (as may be amended, supplemented or modified from time
to time, the "Funding Agreement") among the Company, the Paying Agent and OPIC.
As used herein, the following capitalized terms shall have the meanings
specified:

Principal Amount                   Nine Million, Three Hundred Thousand and 
                                   00/100 United States Dollars (U.S. 
                                   $9,300,000)

Scheduled Principal Payment        Six Hundred, Twenty Thousand and 00/100 
                                   United States Dollars (U.S. $620,000)

Principal Payment Dates            semi-annually on the 15th day of June and 
                                   December of each year, from and including 
                                   December 15, 1996 to and including the
                                   Maturity Date

Maturity Date                      December 15, 2003

Interest Payment Dates             semi-annually on the 15th day of June and 
                                   December of each year from and including 
                                   June 17, 1996 to and including the Maturity 
                                   Date



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Note Interest Rate            The rate per annum equal to the sum of the 
                              Certificate Interest Rate plus the OPIC Spread; 
                              PROVIDED, however, that if OPIC shall have made 
                              payment pursuant to the OPIC Guaranty to Holders 
                              of Certificates of Participation (an "OPIC 
                              Guaranty Payment") of any principal, interest or
                              other Guaranteed Amount with respect to the Loan 
                              (an "OPIC Guaranty Payment Amount"), then at 
                              OPIC's option the Note Interest Rate with respect
                              to such OPIC Guaranty Payment Amount from the 
                              date of such OPIC Guaranty Payment to the date of
                              payment in full to OPIC of such OPIC Guaranty 
                              Payment Amount may be converted to a fixed rate of
                              interest equal to the sum of (i) OPIC's cost of
                              funds for such OPIC Guaranty Payment Amount, plus
                              (ii) the OPIC Spread (including any applicable 
                              Default Spread)

Certificate Interest Rate     seven and one fifth percent (7.20%) per annum

                              [The rate per annum equal to the sum of the 
                              Interest Rate plus the Placement Spread]

Interest Rate                 six and sixty five one hundredth percent (6.65%) 
                              per annum 

Placement Spread              fifty five one hundredth percent (0.55%) per annum

OPIC Spread                   two and three quarters percent (2.75%) per annum 
                              on the outstanding balance of the Loan prior to 
                              Project Completion and five and one eighth percent
                              (5.125%) per annum on the outstanding balance of 
                              the Loan subsequent to Project Completion plus any
                              applicable Default Spread

Default Spread                two percent (2.00%) per annum 

Day Count Fraction            360-day years consisting of twelve 30-day months 

Business Day                  Any day except a Saturday, Sunday or other day on
                              which commercial banks in The City of New York or
                              Washington, D.C. are authorized by law to close

Prepayment Premium and
Makewhole Premium             On any date following the last day of the 
                              Commitment Period, the Company may, upon 20 
                              (twenty) Business Days' prior notice to OPIC,
                              prepay the Principal Amount, in whole or in part,
                              in advance of its stated maturity, together with
                              accrued interest thereon, upon the payment of (A)
                              a

 
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                              Prepayment Premium to OPIC of (i) three percent
                              (3%) of the amount prepaid during the twenty-four
                              month period immediately following the last day of
                              the Commitment Period, (ii) 2% of the amount 
                              prepaid during the twenty-four month period 
                              immediately following the third anniversary of the
                              last day of the Commitment Period, and (iii) no 
                              Prepayment Premium thereafter; and (B) a 
                              Makewhole Premium (as hereinafter defined) to each
                              Certificateholder. The "Makewhole Premium" with 
                              respect to any amount of the Principal Amount 
                              being paid in advance of its stated maturity shall
                              equal the amount, if any, by which the present 
                              value of the scheduled interest and principal 
                              payments on this Note exceeds the amount of the
                              Principal Amount being prepaid. The present value
                              of the scheduled interest and principal payments 
                              on this Note shall be computed in accordance with
                              generally accepted financial practice on a 
                              semi-annual basis at a discount rate equal to the
                              Treasury Rate (as hereinafter defined) plus the
                              Placement Spread. "TREASURY RATE" shall mean the
                              yield of a fully taxable, marketable debt 
                              obligation of the United States Treasury having a
                              maturity date nearest in time to the then weighted
                              average life of the remaining scheduled interest 
                              and principal payments on this Note. The maturity
                              date and yield of such debt obligation shall be 
                              determined by the Paying Agent on the basis of 
                              quotations published in the WALL STREET JOURNAL on
                              the fifth Business Day prior to the date of such 
                              prepayment. The Paying Agent shall notify the
                              Certificateholder, the Company and OPIC of the
                              Make Whole Premium on the next Business Day after 
                              such determination date, which notice shall set
                              forth in reasonable detail the computation 
                              thereof. The Make Whole Premium set forth in such 
                              notice shall be binding absent manifest error. Any
                              partial prepayment of this Note shall be applied 
                              to the principal installments due hereunder in
                              inverse order of maturity.

All other capitalized terms used herein and not otherwise defined shall have
their respective meanings set forth in the Finance Agreement between the Company
and OPIC dated as of December 21, 1995 (the "Finance Agreement") and the Funding
Agreement.

     1. PRINCIPAL PAYMENTS. The Principal Amount hereof shall be due and payable
in consecutive equal installments, each in the amount of a Scheduled Principal
Payment, on the respective Principal Payment Dates; PROVIDED, however, that the
last such installment shall be due

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on the Maturity Date and shall be in the amount necessary to repay in full the
unpaid principal amount hereof.

     2. INTEREST PAYMENTS. The Company shall pay to the Paying Agent interest at
the Note Interest Rate in arrears on each Interest Payment Date, commencing with
the first such date after the date hereof, on the Principal Amount hereof from
time to time outstanding, accruing from and including the date hereof until
payment in full, and in accordance with the terms of the Funding Agreement the
Paying Agent shall pay (i) to the holder (a "Certificateholder") of each
Certificate of Participation (as defined below) in accordance with the terms
thereof, the portion of such interest equal to interest at the Certificate
Interest Rate, and (ii) to OPIC, the remaining portion of such interest equal to
interest at the OPIC Spread.

     3. COMPUTATION OF INTEREST. Interest shall accrue at the Note Interest Rate
(including the OPIC Spread) and be computed on the basis of the Day Count
Fraction, for each period (an "Interest Period") from and including the Closing
Date or the day following the immediately preceding Interest Payment Date, as
the case may be, to and including the next succeeding Interest Payment Date or,
if earlier, the Maturity Date.

     4. METHOD AND APPLICATION OF PAYMENT. All payments hereunder shall be by
wire transfer of immediately available funds in accordance with written
instructions given by the Noteholder to the Paying Agent. Whenever any Payment
Date under this Promissory Note shall fall on any day that is not a Business
Day, the payment due on such Payment Date shall be made on the next succeeding
Business Day. All payments shall be applied in the order of priority set forth
in the Funding Agreement.

     5. ADDITIONAL PROVISIONS. This Promissory Note is issued under and is
subject to the provisions of (i) the Finance Agreement and (ii) the Funding
Agreement. No reference herein to the Finance Agreement or to the Funding
Agreement and no provision of this Promissory Note, the Finance Agreement or the
Funding Agreement shall alter or impair the obligation of the Company to pay the
principal of, interest on, and all other amounts due pursuant to this Promissory
Note as provided herein.

     6. PRINCIPAL PREPAYMENTS AND PREMIUMS. The Company may make voluntary
prepayments of the Loan, and shall make mandatory prepayments of the Loan, on
the terms and conditions set forth in the Finance Agreement.

     7. GROSS-UP FOR COVERED TAXES. All Guaranteed Amounts payable hereunder
shall be paid in full, free of any deduction or withholding for any present or
future taxes, levies, imposts, stamp duties, fees, deductions, charges,
withholdings or other liabilities with respect thereto, excluding income,
franchise or AD VALOREM taxes imposed by any jurisdiction as a direct
consequence of any Certificateholder being organized and existing, qualified to
do business, or maintaining a permanent establishment in such jurisdiction
(collectively, "Covered Taxes"). If the Company is prohibited by law from making
payments hereunder free of such Covered Taxes, then the Company shall pay to the
Paying Agent such additional amount as may be necessary in

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order that the actual amount received after deduction or withholding of Covered
Taxes shall equal the full mount payable hereunder.

     8. DEFAULT PREMIUM TO OPIC. With respect to any principal and interest not
paid when due, the OPIC Spread shall be increased automatically to include the
Default Spread, and interest shall accrue from the date on which such amount
became due and payable (whether at stated maturity, by acceleration, or
otherwise) at an increased Note Interest Rate including such Default Spread and
shall be payable on the last day of each month succeeding such due date and on
the date when such defaulted amount is paid in full. 

     9. AMENDMENTS AND MODIFICATIONS. The provisions of this Promissory Note may
be amended, supplemented or modified only by an instrument in writing signed by
duly authorized representatives of the Noteholder (if other than OPIC), OPIC and
the Company.

     10. GOVERNING LAW. This Promissory Note shill be governed by, and
construed and enforced in accordance with, the laws of the State of New York 
without regard to its conflict of laws provision. 

     IN WITNESS WHEREOF, the Company acting by its duly authorized
representative has caused this Promissory Note to be executed and delivered on
the date first above written.

                                    CLOSED JOINT-STOCK COMPANY "FOREST-STARMA"



                                    By: /s/ 
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                                    Its:
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                                    By: /s/ 
                                        -----------------------------------

                                    Its:
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